EXHIBIT 4.9
COMMON STOCK PURCHASE WARRANT
CLASS B
PAYSTAR CORPORATION
(A NEVADA CORPORATION)
Dated: ____________, 2001
CERTIFICATE NUMBER: B-_______ _______ WARRANTS
THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR
SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE
ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE
SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE
STATUTES.
THIS CERTIFIES THAT _________________________ (hereinafter called the
"Holder") will in the future during the period hereinafter specified, upon
fulfillment of the conditions and subject to the terms hereinafter set forth,
be entitled to purchase from PayStar Corporation, a Nevada corporation (the
"Company"), _______________ shares (the "Shares") of the Company's common
stock, par value $.001 per share ("Common Stock"), at an exercise price of
$1.00 per Share (the "Exercise Price"), on the basis of one share for each
warrant (the "Warrant") indicated on the face hereof. At its sole option, the
Company may reduce the Exercise Price.
1. Commencing one year following the date of the original issuance of the
warrants represented by this Warrant Certificate, and ending on the date two
years from the date of such original issuance, unless extended by the Company
in its sole discretion ("Expiration Date"), the Holder shall have the right to
purchase the Shares hereunder at the Exercise Price. After the Expiration
Date, the Holder shall have no right to purchase any Shares hereunder and this
Warrant shall expire thereon effective at 5:00 p.m., Pacific Time. At its
sole option, the Company may extend the Expiration Date or reduce the Exercise
Price.
2. The rights represented by this Warrant may be exercised at any time
within the period above specified, in whole or in part, by (i) the surrender
of this Warrant (with the purchase form at the end hereof properly executed)
at the principal executive office of the Company (or such other office or
agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company); (ii)
payment to the Company of the Exercise Price then in effect for the number of
Shares specified in the above?mentioned purchase form together with applicable
stock transfer taxes, if any; and (iii) delivery to the Company, if the
Company so requires, of a duly executed agreement signed by the Holder to the
effect that such person agrees to be bound by all provisions hereof. This
Warrant shall be deemed to have been exercised, in whole or in part to the
extent specified, immediately prior to the close of business on the date this
Warrant is surrendered and payment is made in accordance with the foregoing
provisions of this Paragraph 2, and the person or persons in whose name or
names the certificates for Shares shall be issuable upon such exercise shall
become the holder or holders of record of such Shares at that time and date.
The certificates for the Shares so purchased shall be delivered to the Holder
within a reasonable time after the rights represented by this Warrant shall
have been exercised.
3. This Warrant may not be exercised or sold, transferred, assigned, or
otherwise disposed of at any time by the Holder unless the transaction is
registered under the Securities Act of 1933, as amended (the "Act") or, in the
opinion of the Company (which may in its discretion require the Holder to
furnish it with an opinion of counsel in form and substance satisfactory to
it), such exercise, sale, transfer, assignment, or other disposition does not
require registration under the Act and a valid exemption is available under
applicable federal and state securities laws. Any permitted transfer or
assignment shall be effected by the Holder (i) completing and executing the
form of assignment at the end hereof and (ii) surrendering this Warrant with
such duly completed and executed assignment form for cancellation, accompanied
by funds sufficient to pay any transfer tax, at the principal executive office
of the Company, accompanied by a written representation from each such
assignee addressed to the Company stating that such assignee agrees to be
bound by the terms of this Warrant; whereupon the Company shall issue, in the
name or names specified by the Holder (including the Holder) a new Warrant or
Warrants of like tenor with appropriate legends restricting transfer under the
Act and representing in the aggregate rights to purchase the same number of
Shares as are purchasable hereunder.
4. The Company covenants and agrees that all ▇▇▇▇▇▇ purchased hereunder
will, upon issuance, be duly and validly issued, fully paid, and
non?assessable and no personal liability will attach to the Holder thereof.
The Company further covenants and agrees that during the period within which
this Warrant may be exercised, the Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.
5. This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this Warrant and are
not enforceable against the Company except to the extent set forth herein.
6. In the event that the Company shall at any time subdivide or combine
into a greater or lesser number the number of outstanding shares of Common
Stock, the number of Shares purchasable upon exercise of the Warrant shall be
proportionately increased and the Exercise Price proportionally decreased in
the case of subdivision or, in the case of combination, the number of Shares
purchasable upon the exercise of the Warrant shall be proportionately
decreased and the Exercise Price proportionately increased. Irrespective of
any adjustments in the Exercise Price or the number of Shares purchasable upon
exercise of the Warrant, the Warrant theretofore or thereafter issued may
continue to express the same price and number and kind of Shares as are stated
in the Warrant initially issued.
7. The Warrants are redeemable by the Company at any time prior to the
Expiration Date on not less than thirty (30) days prior written notice, at a
redemption price of $.01 per Warrant, provided that prior to the redemption
the closing price of the Common Stock issuable upon exercise of a Warrant
shall equal or exceed $4.00 per share for twenty (20) business days within any
period of thirty (30) consecutive business days ending within ten (10) days
preceding the written notice. If the Company shall elect to redeem Warrants,
notice of redemption shall be given to the holders of all outstanding Warrants
to whom the redemption shall apply by mailing by first-class mail a notice of
such redemption, not less than thirty (30) nor more than sixty (60) days prior
to the date fixed for redemption, to their last addresses as they shall appear
upon the registry books, but failure to give such notice by mailing to the
holder of any Warrants, or any defect therein, shall not affect the legality
or validity of the proceedings for the redemption of any other Warrants. The
notice of redemption to each holder of Warrants shall specify the date fixed
for redemption and the redemption price at which Warrants are to be redeemed,
and shall state that payment of the redemption price of the Warrants will be
made at the office of the Company upon presentation and surrender of such
Warrants, and shall also state that the right to exercise the Warrants so
redeemed will terminate (stating the date of such termination) and shall state
the then current Exercise Price. If the giving of notice of redemption shall
have been completed as above provided, the right to exercise the Warrants
shall terminate at the close of business on the business day proceeding the
date fixed for redemption, and the holder of each Warrant shall thereafter be
entitled upon surrender of his Warrants only to receive the redemption price
thereof, without interest.
8. This Warrant Certificate does not constitute an offer to sell, nor does
it confer any right to purchase, securities of the Company until such time as
the conditions precedent to its exercisability have been fulfilled.
IN WITNESS WHEREOF, PayStar Corporation has caused this Warrant to be signed
by its duly authorized officer.
PayStar Corporation
By
Its
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, Shares of the Common Stock of PayStar Corporation, and
herewith makes payment of $__________ therefore, and requests that the share
certificates be issued in the name(s) of, and delivered
to_______________________________________________________________ whose
address(es) is (are)____________________________________________________.
Dated:
(Signature)
Name (Print or Type)
Address:
TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby assigns and transfers unto
_____________________________________________ the right to purchase shares of
the Common Stock of PayStar Corporation, Inc. represented by the foregoing
Warrant to the extent of________ Shares, and appoints
___________________________, attorney to transfer such rights on the books of
_____________________________________________, with full power of substitution
in the premises.
Dated:
(Signature)
Name (Print or Type)
Address: